Fading Echoes
by the ticking clock
Summary: His lives are fading echoes...only the people who he loved and lost stand out in his 1,000 years of traveling the stars. A oneshot series about the Doctor and his Companions. Prompts and reviews appreciated.
1. Chapter 1

He was alone again.

Leaving Amy standing outside her house, staring after him with tears streaming down her face had been one of the hardest things he had done in a long time. He knew she would wait for him, even if he had told her not too. She would sit by the window and wait for that sound...the sound of the beautiful blue box. Wait for him to stand on her doorstep and laugh and take her off on another adventure.

But that wasn't going to happen now. Not ever. He was near the end...he could feel it. Time was slipping away from him...

Sighing, he leaned against the console and tried to breathe evenly. He had to be strong now. Face his death like he had faced everything. After all, death was just another adventure...

"Hey, old girl," He whispered to the TARDIS. "You feel up for one last adventure?"

She didn't respond in words, she couldn't, but a soft hum rippled through his thoughts. He laughed shakily. "Hello, Sexy."

The console vibrated under his hands, as if she was laughing, as if she remembered that old joke between them...when she had been trapped inside a body.

"It's just you and me again, old girl," He said. "Just you and the Old Doctor...like old times, eh?" His voice was trembling now, and he pressed his palms against his eyes, feeling hot liquid sting against his fingertips. Tears.

Rose, brilliant Rose Tyler, would have cried with him, would have hugged him and shared his pain.

Donna would have held him. Just held him and whispered encouragement, kind words that only she could think of in his ears.

Martha would have given him a smile, whispered something that made him want to cry even more, but would force him to give her a grin.

And Amy...glorious, wonderful Amy Pond, would have held him and hugged him like the others. She would have told him something to make him laugh, make the tears stop. Amy. His best friend. The companion who saw when he felt old and tired and _alone, _and when he was playful and energized and happy. Amazing Amelia Pond.

Thinking of his companions made his hearts hurt. He could not think of them now. "Look at me," He said to the TARDIS, standing and spreading his arms, opening himself to her. "Silly Old Doctor...crying over the past. I should be happy. I'm alive. I've lived a long life...a good life..."

She hummed in his mind again, and pulled down the lever, making the ground tremble as she prepared to take off.

He could not help but laugh as he was forced to grab hold of the rails. They were already shooting into the air, careening wildly through space. "One last adventure?" He whispered, and then let his last words out in a shout: "Where will you take me this time, old girl? Where do I need to go now?"

The TARDIS purred to his thoughts again, and it sounded like laughter.

"All right," He said, and threw back his head, as if he could see the stars that were blinking and burning all around them as they fell through the universe. "surprise me! The whole of time and space...and one day before the end of it all. Just you and me, just the old man and his magnificent blue box..."

He shook his head, laughing. "It was a good one, old girl, wasn't it?"

She hummed.

"Yeah," he whispered as they landed. Landed on another planet, another world, another place where he could save people. A place where he could do one last good deed before the end. "It was the best."


	2. Chapter 2

**hi :) welcome to chapter 2! Please let me know what you think with a review! and please, PLEASE send me prompts! send me anything! I would really like to continue this little drabble/oneshot series...i love writing drabbles and oneshots, but i need your help! so, please send me prompts:) **

**enjoy, and let me know what you think!**

The Doctor had been part of her life for so long now, she can't imagine it without him.

She can't remember a time when she wasn't thinking about him, drawing pictures of him, _waiting _for him. She had six years of her life before he fell from the sky into her garden, of course, but since she was seven years old, The Doctor has been a part of her.

So why does she find him so...aggravating?

Maybe it's because they are so alike. They are so energized, excited, so in love with adventure...but then they are also calm. They are sad. She can't sleep at night, remembering years that never were, remembering two different lives(Amelia Pond with parents, Amelia with parents...) She knows he barely sleeps. She can hear him moving around, whistling and talking to himself.

Sometimes, she thinks she hears him crying.

He is her best friend, there is no doubt about that, but sometimes she finds herself wondering how that came to be. She looks at him now as a silly, childish man who is wise and kind but has the mind of a five year old. Sometimes she feels like she is the older of the two when he gets in one of his crazy moods.

And yet...

There is a bond between them, mostly unspoken, a bond of memories, a bond of years. She knows that when he thinks of her, he doesn't always think of Amy Williams. He thinks of little Amelia Pond, the little scottish girl who ate fish fingers and custard with him, who wanted to travel and see the stars, who was so bright and wild and rebellious that she bit four psychiatrists.

And when she thinks of him, she doesn't always see the quiet, brooding man that he can be at times. She thinks of the first time she saw him, his dark hair dripping wet, his face lit up in that silly grin. She thinks of him coming out of nowhere to save her from the voices in her wall, how he treated her like an adult, how he made her laugh...

She's Amy now, that little girl doesn't exist.

But he will always be her Raggedy Doctor.


	3. Chapter 3

**Thank you to: MayFairy, for pointing out the things i messed up in chapter 1, introducing me to Classic Doctor Who, and giving me the prompt for this chapter. I hope you like it :)**

**please leave your thoughts with a review, and keep the prompts coming!  
**

Rory was jealous of the doctor at first.

He knew he had no reason to be, he knew that the doctor, playful and affectionate though he was, did not love Amy the way Rory did.

But still.

The fact that Amy ran away with some strange alien(her imaginary friend) the night before her wedding hurts. It still does, even now, when he thinks back on it.

But Rory grew to love the doctor too. He was never going to understand him the way Amy could, or even cheer him up or comfort him the way she could, be there was something about him...something about this man who was so young yet so old, something about him that made Rory want to have an adventure too. Made him feel reckless in a way that was very different from anything he had ever felt before. Almost like...like he was a young schoolboy excited about a science experiment that involves blowing something up.

He has heard Amy and the doctor whispering together at night when they think he's asleep. He never said anything about it, but their friendship was something that made him want to both laugh with joy and scream with jealously.

Now, when he thinks back on their times in the TARDIS, the danger and the adventure and the fun they had, he never remembers the terror, he never remembers the hellish nightmares. They creep up on him occasionally, of course, but when he sits back and thinks about it all, really thinks about it...

He remembers that the doctor made Amy happy.

And because he made Amy happy, he made Rory happy too.

And that was more than enough reason to set him a place at their table every Christmas, more than enough reason to say he is their best friend, more than enough reason to cry with Amy when he doesn't come back when they thought he would...

Because that man, that raggedy man(as Amy still calls him) changed their lives forever.

And Rory can never thank him enough.


	4. Chapter 4

It isn't the battles that make him cry. It's not the burning forests or the world-weary adults. It's the children.

The children...beautiful and sweet and innocent, so full of life and promise. They could change the world, but they don't realize it. They are going to change the world. They are going to change the universe.

Everyone underestimates the power of children. Children are always blamed for the little accidents that happen, but when a disaster is occurring, no one gives them a second though except to protect them.

But sometimes, they don't need that much protecting.

They are adults, wise little beings inside an innocent little body and mind...but sometimes they are just so _wise _it makes his hearts hurt. They see right through him. And the never judge him. They reach out to him and try to comfort him. The adults are fooled by his facade of humor and joy, but the children...they see the old man underneath the young face.

And he loves them for it.

But then there are always the children who act just their age. They scream and sob and cry until he can't stand it anymore. Until he wants to take each and everyone of them into his arms and hold them, calm them, reassure them.

He was a father once, a grandfather, and try as he might, he can never forget that. The sound of a child crying brings back those memories, memories that he hasn't shared with anyone in a very long time. Memories he will never reveal to Amy. Memories that make him want to curl into a ball and hide from the universe. Memories of his beautiful granddaughter, dying in his arms, the sound of hundreds of people screaming...

He can't bear to watch them cry. He can't stand by and let them sob like that, as if no one is coming to comfort them.

Amy had seen right through that, once.

_So you don't interfere with other planets unless their children crying? _

_ yep. pretty much..._

_ If you were that old, and that kind and the very, very last of your kind, you couldn't just stand there and let children cry. _

He doesn't save the universe over and over for his people. He doesn't save it for the satisfaction of it. He doesn't even safe it for his companions, or himself.

He saves it because somewhere out there, there is a child crying, and maybe when he saves Earth for the millionth time, when he prevents another supernova, when he frees another race of enslaved beings, he'll stop those tears.

Because no child should be left alone to cry.


	5. Chapter 5

**Set right after Rory is "erased" from time...**

It had been a week.

One long, hard week.

Sometimes, he thought he saw Amy start to remember, start to ask him a question, and he felt something that might have been hope flutter in his chest. But then she would laugh and turn away, saying that she had forgotten whatever she was going to say, and wasn't that silly? And he would have to pretend to smile, to laugh with her, act normal...but his hearts were aching so much he wondered how she could not possibly see it. His best friend. His Amy Pond. She did not see the pain he hid.

Because she remembered no reason to see his pain.

He had hoped that she would be able to save those memories, and she had come _so close_. But then her concentration had to break...

It was no different than losing any of his other companions really, except he had never had a loss quite like this one. At least with many of his other friends, they had been remembered. Were still alive out there somewhere. Breathing. Living. Happy.

He did not know which was worse-Losing Rory, or Losing Amy Williams.

He loved Amelia Pond, loved her like he had not loved anyone in a long time-she was his best friend-but Amy Williams...Rory's Amy, was someone he had come to love too. The girl who would laugh and call them "her boys" how she would never lose faith in him, but save her whole heart for her husband, how she would tease him and laugh and dance around the TARDIS with Rory...

"Doctor? you okay?"

He started and turned to see Amy watching him, concerned.

He forced a smile. "Of course I am," He said, and tapped her lightly on the nose, causing her to shy away, giggling. "My Amelia Pond."

And for the first time, it hurt him to use that name.

Because he knew, before, she would have smiled, and Rory would have protested, "but that's not how it works!"

Wonderful Rory.

Closing his eyes, The Doctor leaned his head against the Console. "What are we going to do, old girl?" He whispered, to soft for Amy to hear.

"So, where are we off to this time?" Amy asked, skipping to his side and giving him an affectionate push. "Someplace new?"

Where were they going to go? He had no idea. Somewhere far away from this place. Somewhere where he could forget that Amy had no memory of her husband...

"Amy Pond," He said, "where ever you like."

She burst out laughing, and started fiddling with the TARDIS controls. "So many choices, doctor!"

"Yes," he said softly, but she was to preoccupied to notice. "So many choices..."

Choices affected time. Time affected life. Life affected love.

Amy was no Amy Pond. glorious, amazing Amy Pond, and he loved her for it.

But he wished that there was someone else, anyone else, who could remember Amy Williams.


	6. Chapter 6

Sometimes, he doesn't even remember how it began.

He doesn't remember how he became who he is, the mad man with a box, all alone, traveling the universe with his wonderful companions who will leave...die...vanish...

He doesn't remember why he is so angry sometimes, why he lets his emotions control him. But he has so much anger, and he doesn't know if it's directed at himself, or the Daleks, or those little _humans_, who he always has to save...

But oh, how he loves those humans...

Sometimes he doesn't remember what year it's supposed to be, what version of reality he's in, why he doesn't just go home...

But he doesn't have a home, does he?

Sometimes he wonders how he makes them terrified, makes them _so afraid _but then he looks in the mirror, sees his face twisted with pain and grief, and he can start to see how he might be frightening...because this face doesn't fit the word "Doctor" this face fits the word "Alone"

Sometimes he wonders how much of his laughter is real, and how much he forces from himself because it is is expected, and because he needs to keep pretending everything is alright.

And sometimes, all he can do is cry.

But he cries silently, so no one can hear him.

And sometimes, he doesn't even remember why.


	7. Chapter 7

He knows, even as he invites Amy Pond into the TARDIS that this feeling of happiness, of friendship, won't last forever. She'll leave, or die or get hurt or _something_, and he'll be alone again.

But he mustn't think about that now. Because she's here, sweet, wonderful Amelia Pond, and she's agreeing to come with him...

...how long will she be with him?

_Stop, _He mentally berates himself for thinking such thoughts, and the TARDIS hums in response.

"I-I was beginning to think you were just a mad man with a box," Amy says with a nervous little laugh.

Just a mad man with a box.

That was what he was, wasn't it? After all his companions were gone, after civilizations had burned, after he had saved the humans for the millionth time, he still had his TARDIS. He still ran around the universe, still had adventures. What else could he be? What else could he do? He had started running when he had only been a young child, and he had never stopped. He didn't want to stop. He was afraid to stop.

"Amy Pond," He said. "There's you better understand about me, because it's important and one day your life may depend on it."

Her lips part, as if she is just about to smile, and her eyes...still the eyes of that little girl he had met fourteen years ago, shine up at him. So young.

Part of him wants to walk away, wants to let her live her life in happiness, without his influence or danger. But he can't do that. He already loves this human girl. He's loved her from the instant she first ran out to see that shiny police box in her garden. She reminds him of himself. Impulsive. Feisty. Loving. Emotional.

He grins at her. "I am _definitely _a mad man with a box!"

She laughs, but she doesn't know how true those words are.

She'll learn soon. They all do. Eventually, his companions drag the story out of him. Gallifrey's destruction. The role he played in it.

But for now, he wants her to keep this image of him. Of the man who saves her, rescue's her. The Raggedy Doctor.

She'll learn about the old man soon enough.


	8. Chapter 8

**Not sure if this would actually happen, or if it is totally canon, but I kind of like the idea...what do you think? the title of this one shot is, "Singing stars" **

Wrapping his arms around his legs, The Doctor rested his chin against his knees. The TARDIS doors were flung open, as if she were embracing the universe, and he sat very close to the edge of the floor; if he would move only an inch, he would fall through space.

To Amy, it would seem quiet. She would hear nothing but the steady, familiar whoosh of the TARDIS. To him, the noises were not loud, but he heard them all the same, brushing lightly against his consciousness, whispering to his thoughts. Voices, thoughts, songs, planets...Time. Time was always there, speaking to his mind, his thoughts.

The burden of a Timelord.

Sighing, he stretched out a hand and let it trail through the sky. Up here, alone, among the stars, he felt an odd sense of peace. There was no loud voices calling to him tonight, no horrid memories, no thoughts except his own and the TARDIS's, but she could not speak to him anyway.

"Hello," He whispered to the universe.

He smiled as a soft song wove its way into his thoughts, whispering in a thousand languages words that he would never be able to describe. Words that held meaning for no one but him.

The stars were singing back to him.


	9. Chapter 9

**takes place before the Impossible astronaut , or right after the end of Closing Time, when the doctor is sending out invitations to his death. **

She was never going to stop waiting for him, was she?

Glorious Amy Pond...the girl who waited. She was still waiting for him. She would always wait for him. Why couldn't she see that he wanted her to live, to forget, to walk away, to be happy? He had to leave her there, after the Mineoter after he was certain that his end was coming. She needed to live. He couldn't watch another companion die, he needed Amy Pond, wonderful Amelia Pond to live on with Rory. She deserved that.

But he needed her now. He needed her so badly.

Fingering the blue envelopes in his hands, he rested his head against the TARDIS doors. This would hurt her, oh it would hurt her so much...watching him die. Watching him fall, and at the hands of her own daughter...

But he couldn't do this alone. He couldn't walk to death without seeing her one more time. Without hearing her laugh, without making sure that her and Rory were alright, that they were taking care of each other.

He wanted his best friend.

He had had so many friends over the years. He wished they could all be there. His best friends. His lovers. His brilliant, beautiful companions. He would invite them all if he could. He would hold them one more time, laugh with them, joke with them...If he closed his eyes, he could see each and every one of their faces flash behind his eyes.

But he couldn't bring them all.

He thought of Amy, her smile, the way she had seen through him immiedatly, _If you were that old and that kind and the very, very last..._

_ "your lonely," _She had whispered that very first night in the TARDIS, the night she had run away with him.

he thought of her, her faith in him, her love for him, her smart comments and jokes that made him both want to tear his hair out and hug her tightly. They were so alike. Amy Pond and her Raggedy Doctor.

He thought of Amelia. Sweet little Amelia Pond, who wasn't scared of anything. The girl who waited and waited and waited...who refused to believe he wasn't real.

He thought of Rory. Loyal, brave Rory Williams. The Last Centurion. He had waited for 2,000 years...

The Ponds, the glorious Ponds, had both waited for so long.

They had to come. He needed them. They were the very best of him, the companions who saw him at his oldest, who watched him laugh about bowties and run around with a little seven year old girl, who watched him at his worst, and had been there the night he had risen higher than ever before, the companions who waited for him, faithfully, and were always at his side whenever he needed help.

How could he walk to his death without them by his side?

He didn't know how long Amy had been waiting this time(he could never understand what time stream he was in, only that his time was up. Time was slipping through his fingers...) But he would find them. They would have one last adventure.

He closed his hands into fists, crumbling the blue envelope in his fingers, clenching the invitation to his death as if it would make it preventable. As if it would make it go away.

And then he sent the envelopes on their way, and went over to the console. "You ready, old girl?" He whispered to the TARDIS.

She hummed.

The Doctor closed his eyes.

It was time for Amy Pond to stop waiting.

It was time to die,


	10. Chapter 10

In the end, it would just be the two of them.

He had always known that, he supposed. Always known that it would come back to him and the TARDIS. This wonderful time machine, the most beautiful thing he had ever seen. Many of his companions didn't understand how _alive _she was. But he did. He could feel her thrumming with energy whenever he touched her console, whenever he did manage to sleep without nightmares, whenever she sang to his thoughts, whenever they landed somewhere completely unexpected.

And he loved her for it.

He had always said that he had borrowed her, that he was going to bring her back one day, but they both knew that wasn't true. It had never been true. The instant he had stepped through her doors, he was hers and she was his. And why would they ever give each other back? They needed each other.

She listened to his nightmares, his daydreams, his anguish and his laughter. She was the only thing he knew he would never lose. The thing he would always have. The soul of his TARDIS.

he had many names for her. Old Girl. Sexy. Beautiful.

He was her thief.

She let him bring along "strays" as she had once called them, when she had a body. But he liked to think she cared for his companions as much as he did.

But even after his companions were gone, when he was alone again, he still had her. He still had the TARDIS. They would take off and travel the universe, walk among the stars, run and run and run until there was nowhere else they could go.

In the end, it would just be the two of them.

The old man and his beautiful blue box.

The Timelord and his TARDIS.


	11. Chapter 11

He has faded to a distant ghost in the back of her mind.

The Raggedy Doctor. The man who hated apples, and loved fish fingers and custard. The man who thought her name was beautiful. A name in a fairytale.

Fairytale. What people tell her he is. She used to love that word. Now she hates it.

She wanted to forget about him, but she can't. He's real. She knows it. Because just like the voices would whisper through the crack in her wall at night, he whispers in her mind.

In her dreams, the Raggedy Doctor is always there. In her dreams he comes back for her, takes her hand and leads her into his magical police box. He picks her up and says, _I told you I would come back Amelia! _

She has never forgotten about him. She has never forgotten that he lied. That he was just like the other grownups who said they would come back. He had left her for twelve years. And she had grown up.

Changing her name to Amy had been a way to forget about him. She had thought about him while she'd done it. She'd thought about that awful word.

Fairytale. Well, she didn't have a name that was in the fairytales anymore. There were plenty of people out there called Amy.

But she misses that name. Amelia. The name her Raggedy Doctor called her.

She's grown up now. She's strong, independent Amy Pond, who kisses boys and struggles to hide the fact that she's breaking inside. She's wild and rebellious and a little mad, she's not that little girl anymore.

And the Raggedy Doctor isn't coming back for her. He lied.

So why does it _hurt _every time someone calls her Amelia? Why does she think of him, with his silly grin, his face covered in custard. Why does the word, Fairytale, echo in her head?

She's tried so hard to be Amy. Strong, grown-up Amy, who does what she wants and never listens to anyone.

But inside, she still Amelia, the little girl waiting for her magical doctor to come to her.

And that's why, every night, when there is no one to see her, she gets out of bed and goes to her window. She pulls back the curtains, and stares out into the garden, hoping(even though she knows it stupid) for the sight of that big blue box. The blue box and the Raggedy Doctor.

She's the girl who waited.

People call her Amy...but she never stopped being Amelia.


	12. Chapter 12

She sees him, lounging casually against the hood of the red truck, watched him let out a shout of joy and run to embrace Amy and Rory. They were not his first companions, but they were the first companions she had ever been close to, and they were her parents...but still...it made her smile herself, to see him so happy. Her Doctor.

"What is that?" Amy asks, and reaches out to tug at the brim of his hat.

"It's a stetson. I wear a stetson now. Stetsons are cool."

She can't resist. She raises her gun and fires it at the hat, sending it spinning off in tatters across the dusty ground.

He looks up quickly, his eyes wide, his expression bemused and affectionate, and in his eyes she sees him. Her Doctor. The old man, the playful child. He doesn't say anything; he doesn't have too.

She lowers the gun, and grins at him. "Hello, Sweetie."


	13. Chapter 13

Sometimes, when she meets his younger self, she thinks he's afraid of her.

He is not used to her, her wild, unnerving comments, her pet names, her tendency to shoot things off his head...

It hurts, to see that fear in his eyes. That's partly why she keeps the journal, so she knows exactly where he is in time, if he knows her yet, what he's been through.

Sometimes she sees him when he is so old, so sad so lost...and he does not want her to comfort him.

Now though, he is so _young. _Dashing from place to place, yanking on the TARDIS's levers and punching her buttons while the careen wildly through space. She doesn't want to tell him he's doing it wrong, it's so adorable, his confusion and frustration and excitement that they are about to crash.

Finally though, she has to do something or they will land on a planet with no sun, or no oxygen or something terrible will happen. Marching up to him, she gives him a affectionate push, and twirls a couple levers to fix what he's done wrong.

The TARDIS lands with a gentle thud, and she turns and offers him a triumphant smile. "See? You don't know how to fly her."

He makes a face, but she can tell he's trying not to laugh at the joke between them. "I love the noise she makes! don't I, old girl?"

She grabs his wrists and teases him, standing on her toes so her face is inches away from his. He leans away slightly, nervous at her closeness. Her grin widens. He is so young...

"You silly, silly man," She coos, and he slips his hands out of her grasp.

"All right!" his voice is higher with nerves, and she stifles a laugh behind her hand. "Where are we this time?"

He turns and looks at her, a shy, almost childish glance. "Shall we see, River Song?"

Now she cannot help but laugh at how awkward he is, and skips to his side to twine her fingers through his. "Lead the way, Sweetie."


	14. Chapter 14

He has had so many faces.

Old, young, in-between...he could be ageless...he could be _anything. _

Humans would find that exciting, he knew. The prospect of living for hundreds of years intrigued them. But they didn't know what it was really like. What it was like to watch your family, your friends, whole worlds and civilizations, die.

They didn't know what it was really like to be alone.

He won't even tell Amy how old he feels sometimes. How, sometimes, when he looks at her, he sees a child. A young, tiny little being who has so much potential and yet such a short lifespan to fulfill all that potential and promise.

Many of his previous faces would have laughed and scoffed at him for acting so old. After all, one had to be childish sometimes, and...

But how could he truly be childish?

Running a hand over his face, he idly wondered for how much longer this would go on. Regenerating, changing, losing friends, making new ones...how long could he bear it?

"Oh, now _that _was old," He muttered, and the TARDIS hummed in response.

Leaning back and crossing his legs, he stared out into the swirling colors of the universe, watched as it shifted and moved and bent around time and with time. His thoughts echoed with faces, numbers, information, as time raced around him. The past, the present and the future blurring together for an instant into one long continuos flash of color.

He shook his head to clear it, and hummed an old Gallifreyan lullaby under his breath to soothe himself.

This newest face, this newest version of himself was the oldest, and one of the saddest he can remember. But, he supposed it was fitting. Or if not fitting, at least it made sense.

But still, he wonders if any of his companions would even recognize him...Ian, Barbara, Sarah Jane, Rose, Donna, and all the others...would they even see the man, the Doctor they had loved in this older, sadder face?

Would his younger faces even know themselves if they saw him?

He didn't want to think about that.

Closing his eyes again, he relaxed into the sounds and movements of the universe, allowing them to pull and tug at his mind, to soothe him into unconsciousness.

He has had so many faces, so many companions, so many deaths...

But he's still the same man, in some ways.

He's still The Doctor. The daft old man who stole a magic box.

And no matter how many more faces he has, that will never change.


	15. Chapter 15

**Set during the scene in the Big Bang when Amy remembers the Doctor...**

She's not surprised, really, but for half a second she hopes he is. Half-running, half-falling, she knocks against the TARDIS doors. "Okay, Doctor, did I surprise you this time?"

She can sense how energized he is just by the way he opens the door-hard and fast-and how he leans out to answer her question. "Yes you did. Completely astonished. Never expected that."

The teasing way he speaks to her, the bow tie, the ruffled hair, the casual way he leans against the TARDIS doors(_that brand-new and ancient box, and the bluest blue _ever) makes her want to throw her arms around him. But she doesn't.

They stare at each other for a moment, his eyes searching her face, sending her a message that his playful words and casual stance cannot: _I am so proud of you Amelia. I knew you could do it. I always knew. _

Then the moment is gone, and he is smiling, turning away from her and hopping out of the TARDIS and onto the solid wood floor, spreading his arms. "Hello everyone," He calls out. "I'm Amy's imaginary friend!" In true Doctor fashion, he runs forward to shake her dad's hand. "But I came anyway!"

She wants to laugh, wants to laugh until tears stream down her cheeks and he runs to catch her up in his arms, but her emotions tighten her throat. She swallows hard and settles for watching him, calculating, staring at him like she had the night she had run away with him-as if he was something precious that might disappear. She settles for teasing him, since she can't laugh. "You absolutely, defintly may kiss the bride."

A finger to her lips stops her forward movement, and without even looking at her, he says, "Amelia," in that tone she knows so well, that means-_not now, Pond. _"From now on I shall be leaving the kissing duties to the brand new-" He gives Rory a grin and a handshake, and the childish joy in his face makes her want to laugh again, "Mr. Pond!"

"No, I'm not Mr. Pond, that's not how it works," Rory protests, and she almost wants to sigh. _Nice try, Rory. _

"Yeah it is." He says this so simply, and cocks his head, that infuriating smirk on his face that he always wore when he was absolutely right about something.

Rory knows the look too, he glances at her, and then says, "Yeah it is."

"Right then. I'll move my box," The Doctor claps Rory on the shoulder and runs to his TARDIS, pausing only to give her that lopsided grin. "You're going to need the space." His joke is meant for her: "I only came for the dancing."

And then she does laugh, and when he dances(although it looks more like he's drowning) she keeps laughing. She doesn't think that she's ever been this happy, and she doesn't think she's ever seen the Doctor quite like this either.

He is in his element-tripping over things, talking to fast, waving his arms around and making her smile-but their is something genuine about it. Something real. Something that makes him seem so _alive. _So young.

So she pauses her conversation with Rory, gripping his hand that is resting on her shoulder, and watches the Doctor dance.


	16. Chapter 16

**set at the end of Amy's Choice**

He looks so young his companions forget how old he is.

He knows this-he has always known it-but the way Amy gently touches his arm, her soft voice, as if she is speaking to someone her own age: "Doctor, you can't think anything he said was true."

But it is true. Every word.

_There was once an old Doctor from Gallifrey/who ended up throwing his life away/he let his friends down..._

_ Friends? is that the right word for the people you acquire? Your friends never see you again once you've grown up. The old man prefers the company of the young, does he not? _

In the end, it made perfect sense that the Dream Lord was him. No one else knew such personal things about him. No one else knew just the right words to hurt him.

Because no one in the entire universe hated him as much as he hates himself.

The Dream Lord showed him every aspect of himself that he despised-the cunning coldness, the delight at being right, the joy of a mystery, the bitter disdain for what he had done. The guilt that he felt for all the friends he had left...lost.

He doesn't say anything to Amy. He pulls his arm out of her grip and looks away. He can't speak to her now. If he does he will break-say things he'll regret-and he will hurt her. Wonderful Amy Pond.

She hasn't yet seen the old man under his young face.

And he hopes to keep it that way, for just a little longer.


	17. Chapter 17

**If anyone has any prompts/ideas I'd love to hear them! :)**

He loves it when people first walk into the TARDIS and say, _It's bigger on the inside!_

When they say those words, he _feels _what they feel, for an instant. He see's their delight, their wonder, and it makes him want to sing. That one simple, beautiful sentence brings back happy memories, of adventures across time and space, the warm hold of a companions hand, the sound of laughter, the brilliant blue of his wonderful time machine...

Sometimes he thinks he lives for that sentence.

Grinning, he offers his hand to his newest companion, even though he can't help but feel the ache, that tug, that burn in his hearts that belongs to the Ponds, this girl, this wonderful girl, has captured a piece of his hearts too.

He watches her as she steps into the TARDIS doors for the first time, as her eyes grow huge, and she gasps.

He mouths the words along with her: "It's bigger on the inside."

Squeezing her hand, he spins in a circle and races to the console.

Next stop everywhere.


	18. Chapter 18

**Thank you to DetectiveAtWork for the prompt: The Doctor tells Amy his story. **

**I'm not quite sure *when* the Doctor actually does tell Amy about Gallifrey, or if he ever does, but this is my version...let me know what you think!  
**

In the end, his companions would always drag the story out of him.

It was inevitable-they would travel with him for weeks, months, and they would be curious. At first, they would be a little nervous and reluctant to pry, but eventually, they would ask the dreaded question: What happened to your people?

Amy had mentioned it a few times now, and he had managed to avoid the question(changing the subject, staying silent, or answering with another question) but he knew that he could only get away with not giving her an answer for a little while longer.

It wasn't that he didn't want her to know-he knew she wasn't going to leave him now, after everything they had been through together, she wasn't going to leave just because he had...

Was she?

His part in Gallifrey's destruction was no small secret, and the truth behind it terrifying, but not enough to scare Amy Pond away-the girl who had waited for fourteen years, who had seen him at his saddest, who had laughed at his jokes even if they weren't funny and who'd screamed in the face of anyone who dared to try and hurt him.

But would she still want to be his best friend, after knowing what he'd done?

He found her, one night, curled up against the TARDIS walls in the console room, knees drawn up to her chest. She looked so sad, so lost and so _young _that it made his hearts ache.

He sat down beside her, not saying anything. Waiting.

Finally, she said,"I miss her."

"Who?" he whispered, though he knew exactly who she meant.

She turned to look at him, and he saw that a few drops of salt water were slipping down her cheeks. "Melody. I mean, I know she grows up to be River, and that she'll be fine, but-" She took a deep, heaving breath and shook her head, slowly. "I miss my baby. I want _her, _Doctor."

"I understand," He said softly, reaching out to pat her a little awkwardly on the arm.

She looked away, blinking quickly, her emotions making her next words harsh.

"How can you _possibly _understand?"

Reaching out, he turned her face, gently, so she was looking right at him. "I was a father once," He said, quietly, and to soften the harsh truth and emotion of the moment, he touched her lightly on the nose. "Amelia Pond."

She did not smile at his gesture. Her eyes bore into him, searching his face, trying to read his expression. Finally she said, very softly. "What happened, Doctor? What happened to your family?"

He looked away quickly, swallowing hard against the bitter taste in his throat. He did not openly grieve for his people now, like he had in previous faces. He did not burn with anger and sadness every second of every day. The Time War was not an open wound for him anymore.

But it was a wound. It was still a bone-deep ache that never left him, and speaking about it meant opening the hurt up again. But he had initiated the topic, hadn't he?

He took Amy's hand in his own, twining their fingers together. She squeezed his hand, gently.

Taking a deep breath, he looked up at her face, reading her expressions: sadness, fear, acceptance, friendship, love, curiosity.

And so he leaned his head back against the TARDIS walls, closed his eyes, and told her his story.


	19. Chapter 19

The Doctor knew every language. At least that's what he claimed. Amy hadn't heard a language yet that he couldn't speak. Of course, the TARDIS translations helped her, but she knew that the doctor really didn't need them. She wasn't quite sure how she knew, but she did. But she was still a little curious as to why he always spoke English to her. If the TARDIS could translate any language...

"Why don't you speak Gallifreyan?" She asked him, once.

He started at her question, knocking a lever on the TARDIS's console and causing something that felt like the equivalent of an earthquake. "sorry, old girl, sorry." He said rapidly, stroking the console soothingly. "Sorry. You know how I'm clumsy, dear."

Amy crossed her arms. "You're avoiding the question."

He turned to look at her, his mouth tight, head cocked, hands twisting restlessly together, like they always did when he didn't know what to do with himself. His gaze was level though, and she couldn't help feeling like she was being reprimanded. "Because." Was all he said.

_Because? _that was it?

But then again, she knew The Doctor had secrets. He had secrets that were not hers to discover. But still.

"Doctor-"

"Do you know," He said, his slightly raised voice the only sign that he was talking over her, "that there is a planet where everyone lives under water? What do you say, Pond? want to go for a swim?"

The Doctor knew every language. But Amy knew better than anyone that he didn't need that particular gift to communicate. He could say so much without even opening his mouth. Right now, even while he was babbling on about an underwater planet, his action sent her messages that he would never voice out loud.

The tightness around his mouth told her that he was not going to be answering her question anytime soon. It always met that whatever the answer was, it was one he did not like or did not feel like discussing.

The slight crease of his brow said that he was worried about something, that he was thinking hard and deep thoughts behind his facade of excitement. He was distracted by something much larger than an interesting underwater planet-he had other, darker things on his mind today.

The look in his eye-that sort of veiled sadness-said that her comment had unnerved him. That it had made him uncomfortable.

He twirled to a stop in front of her, slightly breathless, and smiled, a little. "What do you say?" He asked.

And because she knew it was what he wanted, because it was what he needed, and because she was just a little bit curious despite everything, she returned his smile and said, "Let's go swimming."


	20. Chapter 20

**"Rory was a Roman for 2,000 years."**

**"He says he hardly remembers it."  
**

**"Ah, but sometimes you catch him just staring..."  
**

The Doctor would always be Amy's best friend, but Rory understood him better than she thought.

There was so much of the Doctor that was just a crazy, silly man running around the universe in his magical box, who said things that didn't make sense, who talked so fast that you couldn't understand what he was saying half the time. All of those aspects were how Amy had described her Raggedy Doctor when they'd been kids.

But there was more to him than that, and Rory was starting to see it now.

Because, although Amy would like to believe he didn't remember those 2,000 years guarding the Pandorica, he does. He remembered it all, and although most of the time the memories were distant shadows in the back of his mind, in his dreams they were clear, sharp and terrifying.

The Doctor understood that, Rory knew, it was part of the reason why he'd been so reluctant to allow Rory to guard the box in the first place.

And it was why, when they first saw each other, the first words out of The Doctor's mouth were, "So, 2,000 years. How'd you do?"

Rory knew the doctor well enough to know that the real question was: _Are you Okay?_

Most of the time the Doctor was a brilliant, annoying man with the maturity of a five year old, all smiles and laughter and restless energy. And Rory would throw his hands up and ask how he managed to get himself tangled up in this crazy mess.

Amy had often told Rory late at night that the Doctor had seemed so old, and so young at the same time, and he had never known what she meant.

But after the Pandorica, after he had over 2,000 years of memories twisting around in his head, Rory began to understand.

The Doctor had spent time in the Pandorica too, and Rory thought that he was the only one who noticed that the Doctor seemed older after rebooting the universe, more weary. Rory was not comfortable confronting the Timelord about it, but he still saw.

When Amy asked The Doctor, once, he brushed her question away. "Of course I don't remember it, Pond. Now. why don't we go to a planet...didn't I promise you a planet this time?"

The Doctor seemed ordinary and silly and bizarre most of the time, running and playful and laughing.

But sometimes, Rory caught him just staring.


	21. Chapter 21

**Inspired by a scene in the new season 7 trailer...if you haven't seen it yet, go watch it now!**

** news/2012-08-02/doctor-who-series-7-trailer-daleks-dinosaurs-and-more-daleks**

**let me know what you think of this chapter, and the new trailer! :)  
**

She has never seen him like this.

His fury is volcanic. He is shaking with the strength of it, barely able to spit out the words he wants to say. And even though she knows his anger is not directed at her, she wants to step back, to lean away from him, because the force of it so _strong. _

"Today I honor the victims first. His, the Master's, The Dalek's, everyone who died because of _my mercy!"_

His anger hurts her-because it is directed at himself.

She has seen him look so young, seen him laugh and dance horribly and dash around the TARDIS like a madman. She's seen him look old, seen him look defeated and worn down. And she's seen him angry.

But not like this.

He looks so different than the Doctor she knows...not older, really, but she didn't remember ever seeing his eyes look quite like this.

The ancient sadness that she used to only catch glimpses of, is burning in his gaze, and a kind of mad fury that was fueled by years upon years life.

She stares at him for a moment, not quite sure what to do, what to say. He looks a little shocked himself at his own harsh words, his face crinkling in that child-like expression of curious confusion.

He is so lost, so alone than she has ever seen him, and she knows that their months(or maybe it's years for him, she's not really sure) have taken their toll. It's almost like that very first night when she's run away with him-

_"I've been alone for awhile, and I've started talking to myself."_

She wonders, now, what exactly he had shouted, alone in the TARDIS, when there was no one to comfort him, stop him from doing something completely insane.

So she presses her lips together, and decides to voice her thoughts to him, even though she knows they will sting, but maybe that's what he needs right now, because he is turning into something she doesn't want him to be-an angry, vengeful old man who has experienced so much pain and misery, and who has had no one to comfort him. He's turning into the Doctor that some might call a great warrior. The one who could turn army's around at the mention of his name.

He wasn't the Raggedy Doctor right now. Not the man she knew.

So she swallows hard and says, "See, this is what happens when you travel alone for to long."


	22. Chapter 22

Amy knew that the TARDIS was telepathic.

It had been one of the first things the Doctor had told her, when she'd asked why he talked to the TARDIS as if it could hear him. _Because she can. _He'd replied.

It was obvious that The Doctor felt some affection for his machine, but she had never seen the TARDIS return that emotion...well, once, when she was in a body, but Amy didn't count that. She had seen the TARDIS smile at him, even hold him like a lover, and she had commented on their relationship, _In the end it's just you and her, isn't it? Long after we've gone..._

But she couldn't help but feel annoyed that the TARDIS never showed herself. Amy had seen the Doctor angry, upset, and refusing any and all help. It would have been nice if his little time machine had done something about that.

One of the things that The Doctor tried his best to keep a secret were his nightmares, but she knew about them.

So when she woke up one night to the sound of The Doctor crying, she slipped out from her bed, careful not to wake Rory, and tiptoed to the console room(she didn't know if the doctor actually had a room, but the console room was where she could always find him)

He was asleep, slouched over in a chair with his ridiculous googles he wore when he worked on the TARDIS hanging loosely about his neck, his hair disheveled, his clothes rumpled as if he had been sleeping in them for weeks. His cheeks were ashen, mouth twisted, and she could see the tears slipping out from the corner of his eye.

"Doctor?" Hesitantly, she took a few steps towards him. "Hey, Doctor? Can you hear me?"

"No..." the word was a low moan. "No, please!"

She had never heard him like that, pleading...desperate. "Doctor wake up!"

"I'm sorry, I'm sorry...I'm so sorry," He was actually sobbing now, his body jerking in the chair, hands clenching and unclenching in the fabric of his pants. "Please, no, I'm sorry..."

She considered slapping him, but his startled rage and embarrassment was not something she wanted to face. "Please," She whispered. "Doctor, please wake up. It's just a dream. You're dreaming."

"No, Susan I'm sorry! I'm sorry, I didn't want-"

"Doctor wake up!"

"Amy what's going on?" It was Rory; he had probably heard her cries.

She didn't have to say really. Gesturing helplessly at The Doctor, she whispered. "I can't get him to wake up."

The Doctor's sobs had quieted to soft whimpers, and when she turned to look at him, she saw a soft golden light twisting about his head. "What-"

"Amy," Rory said very softly. "Amy, it's the TARDIS."

She was reaching out to him, through his hair. Amy could make out snatches, whispers, quick flashes of an orange sky, silver leaves, a laughing child...

The Doctor sighed, head lolling a little in his sleep.

"Come on, Amy." Rory was at her side now, tugging at her arm. "He's fine. She'll take care of him."

After that, no matter how many times her or Rory rolled their eyes at the Doctor's conversations with his machine, she never doubted that the TARDIS could hear her thief talking to her, and that she replied, in her own, strange, distant way.

Amy would never understand the connection between the two...

But then again, she didn't need too.

She was just grateful that The Doctor had someone to comfort him when she wasn't there.

Even if that someone was just a magical blue box.


	23. Chapter 23

**Some I'm feeling really sad about The Ponds leaving, and thought I'd write another Rory chapter. The poor guy doesn't get enough attention, and he really deserves it, I think. The Doctor and him have a special relationship that's different than the Doctor's relationship with Amy, and I'm really going to miss there banter and interactions on screen after they leave this season...**

**anyway, let me know what you think of this chapter!  
**

Rory would have liked to forget the 2,000 years he spent guarding the Pandorica.

Not because he regrets it, he would do it over again if he knew it would keep Amy safe, but because he thinks the memories are going to destroy him.

Most of the time, when he's running with the Doctor and Amy, or worrying about saving the world or preventing the next supernova, they are at the back of his mind, easy to ignore.

But then there are other times, when they attack his thoughts out of nowhere, and he doesn't know if he's in the past or present, or who he's trying to fight. Sometimes he gets so lost that all he can do is sit and wait for it to be over.

The smallest things set him off-ancient stone, swords in a museum, the smell of dust after rain-and he doesn't know what to do.

The human brain isn't made for holding so many memories, and he's not sure how he's going to survive them.

Amy tries to understand. She holds him when the nightmares wake him, soothes him when he's frozen and doesn't know what's the past or what's the present, but she can't truly comfort him. Because she doesn't _understand. _

The Doctor does.

Rory sees it in little actions. A sympathetic grimace, how the The Doctor's eyes linger on him from time to time, searching his face, how the they make a point never to go back to far in history, because Rory remembers it all and doesn't need to see it again.

At night, when he can't sleep because of the millions of memories fighting for control of his mind, he goes to the console room and just sits. Sits and sighs and cries alone because he can't burden Amy with this. She has enough to worry about. He feels guilty and selfish for not telling her just how bad those 2,000 years affected him, but...

Sometimes The Doctor comes to him. Rory never knows how the Doctor finds him, but he seems to appear out of nowhere, concerned, gentle, and for once, calm.

He kneels in front of Rory with an expression that's just so _sad, _and touches his arm. "I can make it go away, Rory." He says, softly. "For a little while."

And then the Timelord's hands are on his face, fingers pressing into his temples, and The Doctor is suddenly _in his mind_, making the memories fade, pushing them back until they are distant whispers, until Rory can control his breathing and stop shaking.

When he's done, the Doctor pulls back and stares at him for awhile, sad and lonely and guilty, and Rory wants to be the one comforting him, but he never knows what to say.

The Doctor smiles at him, but it's an old smile, a smile that speaks of years and years of life. A smile that Rory understands, and returns.

They spend the rest of the night like that, sitting in the TARDIS console room, two men who look so young but are so old. The only people who really understand what it's like to feel ancient. To feel like you've seen the whole world, and that there's still so much more out there, but you're so tired...

Rory sometimes wants to forget the Pandorica.

But he can't, and he won't.

And no one understands that, or knows it, better than The Doctor.


	24. Chapter 24

**Spoilers for Asylum of the Daleks **

He can't look at Souffles the same way after the asylum. Or milk and eggs, for that matter.

They reminded him of _her. _

That beautiful, _beautiful _girl who was so witty and clever and special. Who fought the dalkes off in a dream she built for herself. Who played classical music and still managed to make the best of her life even when everything was so terribly, terribly wrong...

Sometimes, late at night, he thought of Oswin. Her smile. Her laughter in his hears. Her voice, the voice of a dalek: _I. Am. Human. _

He had had many friends over the years-people who had touched his life for a brief, fleeting instant. But not like Oswin. She reminded in his mind. The girl who was a dalek. Who had told him to run. Who had let him go.

_Run you clever boy. And remember me. _

He didn't think he could ever forget her, no matter how much pain it caused him.

And he didn't want to.


	25. Chapter 25

**Spoilers for Dinosaurs on A Spaceship**

* * *

**Amy: Every minute I'm listening out for that stupid TARDIS sound.  
The Doctor: Right, so it's my fault now is it?  
Amy: I can't not wait for you, even now. And they're getting longer you know. The gaps between your visits.  
The Doctor: Are they?  
Amy: I think you're weaning us off you.  
The Doctor: I'm not, I promise. Really promise. The others, they're not you. But you and Rory, you have lives—each other. It was what we agreed...**

"I know," She says, softly, reluctantly, and then quite suddenly she's Amelia. Young and innocent, the girl who waited. "I just worry there'll come a time when you never turn up. That something will have happened to you and I'll still be waiting, never knowing."

It is a worry he is sure many of his companions have had over the years, or a hope(for most of them) that he would return. Fear that he would leave them forever. He had done it before. Left a companion stranded somewhere, dropped them off at Earth and not come back until they were old and-

But this is Amelia. The Girl Who Waited. The girl who deserved a life with Rory. His best friend. His weakness.

He shakes his head to reassure her. "No. Come on, Pond." He kisses her head, making her smile, that sad, sweet smile he loves. "You'll be there 'till the end of me."

She nods, a little, her worry lifted slightly at his words. "Or vice versa."

She does not know what those words mean. How they hurt him. His head snaps up, and he stares at her in open fear, open horror. She looks back, eyes sad, lips parted as though she wants to comfort him but can't think of what to say-

And then the moment is broken, and he looks away, runs off to save the earth for the millionth time.

But her words echo in his mind: _vice versa. I'll still be waiting, never knowing..._

Those words burn and tear at him, ache in his chest until his hearts pound. He would not abandon Amy Pond. Not like Sarah Jane. Or Rose. Or Donna. Or Martha. Or Jack or the countless others...her fate would not be Adric's.

_Adric. _

No. Amy wouldn't die. She _couldn't_-

He stops the thought short before it fully forms, but the sadness lingers.

Amy notices it, later that night when he is dropping the Ponds back home, but she doesn't comment on it. She only holds him in her arms for a long moment, clings to him. He buries his face in her shoulder and lets out a trembling breath.

And when he turns back to his TARDIS, alone, he finds his cheeks are wet.


	26. Chapter 26

**Spoilers for A Town Called Mercy**

It's strange, almost, to be back in the TARDIS again.

For so many years, the blue police box has been home for her, and any house she and Rory had a vacation spot. But now, it's starting to feel like the other way around.

Carefully, slowly, Amy made her way down one of the TARDIS's many hallways, not quite sure where she was going. She knew that if the TARDIS wanted her to find the Doctor, she would maneuver the way for her. And the Doctor could be anywhere right now.

They will be home(again, the word is strangely comforting) back to present day earth soon, and she wants to speak to the Doctor in private before they leave. She has so many conflicting emotions about today, but, just like old times, Rory cannot help her sort them out. She needs her Raggedy Man.

"Doctor?" She whispers into the dark, half-hoping, but not expecting a response.

So it comes as a slight shock when he answers, "Over here, Pond."

Biting her lip, Amy turns to the left and walks down another random corridor in the direction of his voice. She finds him leaning against a wall, arms crossed over his chest, mouth thin, eyes unbelievably sad. She's not sure what he was doing before she called for him(and in all honesty, she really doesn't want to know) but he is watching her now, waiting. He wants a distraction from his thoughts. He wants her to make him smile, make him laugh.

But she doesn't want to do that. She doesn't want to act silly and pretend everything is okay, because it's not. It's not at all.

"Hey," she says, leaning against the wall opposite him.

He doesn't say anything. He simply watches her, eyes raking her. His scrutiny makes her feel a little nervous. What is he looking for?

"You really scared me today," She says, laughing a little to add some lightness to the statement.

Still, he doesn't move.

She sighs, and moves so she is right in front of him, uncrossing her arms, tapping her fingers against her legs, playing with the cloth of her shirt. "It's just..." She says, serious now, very softly. "I've never seen you like that, Doctor. Ever. I've never seen you so..."

"Old?" he suggests, an odd note to his voice that she can't place.

"No...you were angry. So _angry _and _hurt _and I couldn't _do _anything." She shakes her head, feeling emotion closing her throat, making her words tight and her eyes burn. "You can't travel alone anymore, Doctor. You just _can't. _It's destroying you."

"Then why are you going home now?" He asks, softly.

And that was the question, wasn't it? Why were they going home? Why did she want to leave this place, leave her best friend when he so desperately needed her, leave this amazing life of adventure and-

But she is getting tired of running. Tired of so much danger.

But she still finds it so _fun. _

"I don't know," She whispers.

He sighs, a tired, old sigh. He has never acted like this with her-been so open with his emotions. Normally he covers it up with a facade of excitement and laughter and-

But he's not hiding anything now.

"Look," She says, and catches his hand as he starts to turn away. "You're my best friend. You know that. I hate seeing you like this. I do not know how to help you...I don't know what to do. But I want to. I want to help your pain stop. Because I can see you're really hurting right now. And I know you don't want to show it when Rory is here with me, or when we're off about to save the world, because you want to pretend everything is alright. But when you travel alone for to long, you just keep all of you anger and guilt and pain inside, and it shows, doctor. What you did today, that's not the doctor I know. You let your emotions get in the way. And it wasn't okay then. But it's okay now."

He stares at her throughout her entire speech, eyes wide, face creasing into that characteristically child-like confusion. He reaches up and brushes a thumb against her cheek, gently. "Oh, my Amelia..." He says, voice breaking a little. He swallows hard.

Amy watches him, watches him wrestle with himself for a moment, before she opens her arms, an invitation.

His face crumples again, and it is that moment of hesitation that sparks a little anger in her. She glares at him(although it is mostly an exasperated look, if she gets critical) and tilts her head to the side. "Oh, come here, Raggedy Man."

He lets out a choked laugh at her old name for him, and reaches for her.

She wraps her arms around him tightly, clings to him, buries her head in his shoulder even as she can feel him relax into her, feel a few tears that he hadn't let escape before slide down the back of her neck.

They are still standing locked together when the TARDIS lands, and Rory finds them. "Um, are we here then?"

"Oh, yes," The Doctor says, pulling away from her, and half turning to give Rory a smile-a smile of wit and charm hiding broken edges-and half tripping, half walking to the TARDIS doors. "Go on then, Ponds."

Rory nudges her, lightly, asking, _is he okay?_

_ No. _She answers with her eyes, and turns to the Doctor, imitating his smile. "See you soon, then, yeah?"

He locks eyes with her. "Soon." He says, softly, and kisses her head, hands lingering for a moment, clutching her too him, as if he doesn't want to let her go.

"Take care of yourself, Doctor." She breathes, only for his ears. "Promise?"

He winks. "Go on home, Pond."

Her throat tightens at that, but she manages a watery smile, for him.

"Coming, Amy?"

"Coming!" She calls back to Rory, and turns away from the TARDIS doors.

She looks back though, for one last glimpse, and sees the Doctor, watching her. He raises a hand.

She waves back, and hopes that this won't be the last time she'll ever see him. Hopes that when he returns to her again, he will be her Raggedy Doctor, all silliness and laughter and fun, and not the tired old man she met today.

But somehow, she doubts it. The doctor's will be traveling alone.

And God knows what a few more months of that will do to him.


	27. Chapter 27

**Spoilers for The Power of Three**

He is angry.

But it is not an anger that this face is used to...it is not dark and boiling and seething within in him. It is slow, and aching. Something closer to sadness then true anger.

"The moment they arrived, I should have made sure they were collected and burned," He says, and he can hear that odd note of anger in his voice. Amy can hear it too, and she sits down next to him. "That's what I should have done.

"But how?" She says, quiet and soft. "Nobody would have listened."

The new anger burns in him suddenly, and he realizes that it is sadness, and it is new because this new face, this eleventh face has never had to accept this before, never had to-

He does not want to even think the words.

His voice is reserved when he speaks, but he knows Amy will hear the strain in it. "Your thinking of stopping, aren't you? You and Rory."

She hesitates, half closes her eyes, almost, _almost _looks away from him. "No. I mean, we haven't made a decision."

The new-sadness tugs at him, harder. "But you're considering it."

"Maybe." She says, softly, and when he looks at her, she adds, quickly, "I don't know. We don't know. Our lives have changed so much." She half smiles, lets out a soft, choked sound that might possibly be a laugh, "But there was a time-there were years-when I couldn't live without you." He can hear that sadness in her voice, hear the truth in her words. Her eyes are very bright. "When just the whole everyday thing would drive me crazy. But since you dropped us back here, since you've given us this house, you know, we've built a life. i don't know if I can have both."

He has to ask, even if he knows it could hurt her. It's curious, this eleventh face of his. But that aching _sadness _tears at him, hisses and twists in the back of his mind, making his next words almost sharp. "Why?"

"Because they pull at each other," she says, looking at him square in the face, and he can see tears in her eyes, sees how she is both glad they are discussing this, and that she hates it. "Because they pull at me, and because the traveling is starting to feel like running away."

_Running Away. _

Those words echo in his ears, ring throughout his body with a strange force. "that's not what it is," the words are quick, angry, sharp.

Amy does not let his tone stop her words. "Oh come on," She says, exasperated, and if they weren't discussing such a serious topic he would have laughed at her tone, her beautiful accent. So _Scottish_, his Amelia. "Look at you, four days in a lounge and you go crazy."

"I'm not running away," He says, for her benefit and partially his. "But this is one corner of one country on one continent on one planet that's a corner of a galaxy that's a corner of a universe that is forever growling and shrinking and never remaining the same for a single millisecond, and there is so much-" He takes a breath, wrings his heads. He has to make her see. "so much to see, Amy. Because it foes so fast. I'm not running away from things, I am running to them. Before they flare and fade forever. "

She stares at him, lips slightly parted. She doesn't know what to say.

The words pour out of him again, he can't stop, because he is being so emotional, and this is Amy Pond, and he is her Raggedy Man and they need to talk about this-

"One day-soon maybe-you'll stop. I've known for awhile."

There are certainly tears in her voice now. "Then why do you keep coming back for us?"

He looks at her, looks at her straight and square and gently. She looks so young and so much older than his little Amelia. She's grown up now...she's Amy. "Because you were the first," He says, gently, quietly. The first face this face saw. And you were seared onto my hearts, Amelia Pond." Emotion chokes his voice now, and he wants to hold her, wrap his arms around her and stroke her hair, but he remains still. "You always will be. I'm running to you, and Rory, before you fade from me." Those last words ache in his mouth, and he swallows hard.

Amy moves close to him, rests her head on his shoulder. "Don't be nice to me," she whispers brokenly, but in a way that only she can, smiling through her tears. "I don't want you to be nice to me."

He wraps an arm around her, holds her close to him. This beautiful, wonderful, _amazing _woman. Girl. His Amelia. "Yeah you do, Pond." He says, teases really. He presses his head to hers, gently, in a gesture meant to comfort both of them, "and you always get what you want."

She lets out a whispered laugh that he had to strain to pick up, and breathes, "oh, Raggedy Man..."

His grip around her tightens. He doesn't say anything, he doesn't really need too. They have each other, for right now. No matter their decisions or what could happen in the future, they are together in this small millisecond of history. And they aren't Amy Pond and the Doctor, savors of the world.

They're just Amelia Pond and her Raggedy Doctor, best friends.


	28. Chapter 28

**Set during The Impossible Astronaut. **

"Trust me," She says, and he he turns to her.

"Okay."

She wants to hold him, grab onto him and never let him go, take her brilliant, mad imaginary friend who isn't imaginary and lock him up so they will never go to Utah. So he will never have to die. But she can't. Because this doctor, the one who is 907, needs to help them save himself, and he can't be this high-strung emotional man. "You have to do this," She says, and she hears the desperation in her own voice, the pain. "And you can't ask why."

He hears it too. His eyes narrow and he tilts his head to side, studying her. "Are you being threatened?" He asks, and there is concern and controlled rage in his voice, a combination she has never heard before, "Is someone making you say that?"

"No," She says, but her voice catches, and he shakes his head, ever so slightly. There is so much emotion in the gesture-fear and hurt and anger. "You're lying."

"I'm not lying!" Her voice cracks again, but she hopes he can see the truth in it, see how she is so desperately near tears and that she just wants him to _agree. _

He walks up to her, looks deep into her with his ancient eyes, and says, softly, firmly, "Swear to me. Swear to me on something that matters."

What could she swear on? her life? that certainly mattered, but it wouldn't be enough for him...anyone could swear on their life and not really mean it. He wants something from her. A promise that only she can make.

She looks at him for a long moment. Her Raggedy Man. All bow ties and tweed and bright eyes and dark hair that always seems to be in some ridiculous wave across his forehead. He is angry now, angry and older, but she still sees when she looks carefully, that brilliant grin and the man who leaped out of a police box in her garden. The man who told her that her name was beautiful, and brilliant, who hated beans and loved fish fingers and custard.

_fish fingers and custard. _

She meets his eyes. He is waiting for an answer, jaw set, face perfectly child like and perfectly ancient.

"Fish fingers and custard," She whispers.

He takes half a step back, almost surprised. His eyes widen and that smile, that beautiful silly grin flashes across his face for half a second. "My life in your hands..." He says. The last words he whispers to her, softly, almost lovingly, as if they are a precious secret between them, "Amelia Pond."


	29. Chapter 29

**Spoilers for The Angels Take Manhattan. **

The TARDIS had gone quiet.

It was the first thing he noticed after River had gone to bed and there was no one to talk too. Her reassuring hum had softened to a low buzz that he could barely detect.

"Don't you leave me too, old girl," He whispered.

The console vibrated briefly under his fingertips, but that was all.

River could hear him, he knew that, but she was being tactful, waiting to see what he would do before she tried to comfort him. He was grateful for that.

This eleventh face had never felt grief like this before...had never felt an emotion so strongly, and it ached and it _hurt. _

He needed to hear Amelia's laugh, needed her to smile at him, all light and happiness and hope. He needed to see Rory's awkward smile, his shrug, his love for Amy written all over his face. He needed to see them happy, needed Amy to take his hand and beg that they went to a planet this time. He needed a _distraction. _He needed to stop _feeling _this or he was going to-

His hands were clenched into fists so tight that his nails are digging into his palms. He released them, slowly carefully uncurling his fingers one by one.

_Breathe. _

He sat down in the nearest chair and pressed his fists against his eyes. He couldn't think about, he couldn't-

"Doctor."

It was River. He could tell by her voice that she had been crying. Hehad never heard her sound like that-choked and broken and so _sad. _

"Please," He whispered, "don't."

She sat down next to him. "I think you need to talk about this."

"No," He snapped, suddenly furious. His eyes are wet and burning, and there is a tightness in his chest that he hasn't felt before in this body, and it _aches. _"I don't."

"Oh Doctor..."

Her tone brings back another voice, Amy's, her face twisted, sobbing, calling out to him, "_Raggedy Man..."_

He stands, quickly and spins away from her, runs to the console, pounds his fists against it. "Take me somewhere," He pleaded, "Anywhere, please, just..."

She purrs, softly, but does not move.

"aaah!" His voice was a raw, anguished shout, and River was suddenly behind him. "Doctor."

He pushes at her, but she does not release her grip. "River." The word is almost a growl. "Let me go."

And then without realizing quite how it happened, he was in her arms, and she was holding him and he was _crying. _

He had never cried like this, at least not in this face. It was pain and sadness and such _hurt _and it was torn from him, ripped from his hearts strand by painful strand.

River was crying too, he could feel her tears dripping onto his hair, down his neck.

"Amelia," he whispered, sobbed. He wanted his best friend. He wanted Rory to pat his back and say something brilliant and Amy to hold him close and whisper something sweet like, _fish fingers and custard _in his ear to make him smile.

But he was never going to see them again.

He had lost many other companions, countless ones. really, if he thought about it. But not like this. Not like the Ponds, who were the first people his new face saw, her watched him die, who saw him at his lowest points and at his highest. The two wonderful humans who waited...

And he had broken a promise. He had promised Brian that Rory and Amy would not die because of him, would not die on their travels, and...

A sound tore from his throat now, a sound that was akin to a sob and perhaps a scream, and River gripped him tighter. "Shh, sweetie..."

His hands tightened around her arms, finger twisting through the fabric, and he realized he was writing. Tracing Gallifreyan on her shoulder.

_I'm so sorry. _He wrote, and whispered the words out between his breathless cries.

"I know," She whispered, and kissed his head. "I know you always are."

He had been Amy Pond's hero, her imaginary friend, her Raggedy Doctor.

But now, he just felt _old. _He wasn't a hero. He wasn't even The Doctor.

He was really just a lonely mad man with a box.


	30. Chapter 30

**Some prompts would be awesome :)**

**Review please?  
**

River travels with him, for a time.

They run and run and run, laugh and dance and fly through space. He takes her to underwater planets, planets with telepathic monsters, 16th century earth, the end of time and back again.

She holds his hand, whispers "sweetie" in his ear, makes him laugh, makes him _love, _makes him never want to stop running.

But then she asks to go see the Singing Towers at Darillium.

His hearts nearly stop.

He stares at her. His glorious, _brilliant _wife. Her hair is up in a messy bun, but some stray ringlets have escaped and are hanging about her face in gorgeous tangles. She's smiling-not her, "I know something you don't smile"-her _real _smile.

He's going to lose her. Soon. Now.

"Doctor?" She's worried, confused. "Is something wrong?"

"No," He lies-and she sees right through it. He's never really been good at lying-at least not with this face.

She purses her lips, but lets it pass and grabs his hand, tugging at him like the sweet, excited child she had been when she had been with Amy and Rory as Mels. "Come on, then sweetie, let's go!"

So he does. He lets her drag him out of the TARDIS, lets her pick the place they stand, wraps an arm around her as the towers sing, and kisses her when the night ends.

He lets her fly the TARDIS back to her house.

She pulls him to her, tightly, when they part. He buries his face in her hair, inhales her smell, _memorizes _it. Clutches her to him, clings to her until she squirms, laughing.

"Don't travel along, love," She says, like she always does now. "I can't have you all broken and battered when I see you again."

His throat closes up at that, but he nods. "I won't."

She smiles and pecks him quickly on the cheek. "Bye, sweetie."

He taps her nose, kisses her forehead. "Goodbye, Melody Pond."

She steps away from him, leaves. Closes the TARDIS doors.

And she doesn't hear the terrible sound of his harsh sobs, or the _crack _of his hearts breaking in two.


	31. Chapter 31

**I am so excited for this years Christmas episode! Here's a little oneshot leading up to it...**

**thoughts? Comments? Prompts?  
**

He's tired.

_So, so tired. _

The TARDIS is too. Her gentle hum has become more of wheeze, so he lands her in Victorian London, far, far away from modern day New York and memories of the Ponds. Somewhere new and snowy and dark. Nothing bright or red to remind him of the two friends he had lost.

He finds a top hat and puts it on(He can't stand the sight of a fez anymore) but keeps the bowtie(because they're still cool) and steps out of his TARDIS into the snow.

He wanders aimlessly throughout the crowded streets, trying to lose himself in this particular version of this reality, this time period of long dresses, fancy coats and hats, somewhere his Amelia(with her short skirts and plaid shirts) would have laughed at.

He's not really paying attention to where he's going, so when he collides with a young woman off to buy bread, they stumble back into the snow.

"Sorry, sorry!" He says, quickly, hurrying to help her up. She's so young-he can feel the agelessness and the innocence of youth in her touch as they grasp hands.

"It's quite alright, sir," She says, flashing him a smile. "We all get a little clumsy at Christmas time."

Is it Christmas?

"Have a good day..." The sentence trails off, leaving room for his name.

For half a second he doesn't know what to say. He considers saying John Smith, but he's not being John Smith right now. He doesn't feel like anybody Raggedy Man right now, but he doesn't quite feel like The Doctor either. At least not the 11th incarnation of himself. He's lost and broken and drifting, not excited and happy and spinning through space and time "on whimsy" as Amy had once said. But what else could he say?

"The Doctor," he says, and manages a small, sad twist of his mouth that is supposed to be a smile but comes out as more of a grimace. "You can call me The Doctor."

He doesn't blame the poor girl when she only nods and hurries away. He's acting old and grumpy and not like his usual self. But these are just humans, and he's a Timelord. He shouldn't even be here.

But he is.

So he shoves his hands deep in his pockets and walks back to his paint-chipped TARDIS, wishing with all his hearts that he could just go _home, _and wondering where exactly "home" is.


	32. Chapter 32

**Set when the Doctor is trapped inside the Pandorica **

The Pandorica closes, and he's still screaming.

He thrashes and shouts until his voice breaks, even if he knows it is useless. Because he's always been able to be strong for his companions, but when his own life is in danger he's reduced to the terrified eight year old who saw all of space and time and ran away, and never stopped running.

_Coward. _

Finally he collapses against his bonds, each breath aching and sawing in his lungs, each rasping gasp hissing with tears and anguish and terror.

He's trapped.

He's trapped, with nothing but his sonic screwdriver, and he can't even reach it-it's tucked safely away in his jacket pocket.

The skin of his wrists is raw from his wild thrashings. When he looks down he can see the gentle ooze of blood painting his hand like a bizarre bracelet.

He's trapped.

Forever.

He's going to go mad.

Already the fear is eating at him. Voices hiss and curl at the fringes of his conscious thoughts, whispering words like, _Fear, _and _Amelia _and _The Master _and _Lonely _and _Burn. _

Shaking his head he struggles to calm himself. He hums a Gallifreyan lullaby, he lists all the stars he can remember, he pictures the TARDIS, he pretends he can go home to silver-leaf trees and a burnt orange sky...

It doesn't work.

Fear burns like regeneration energy-like fire. Ever since Gallifrey burned, everything has been fire. It licks up his arms, his neck, his face, kisses his eyes.

He screams. He screams and screams, and then he sobs.

_Someone, anyone, please answer me..._

But they can't. Because the universe never existed. There's only him, trapped in this perfect prison, the very, very last breathing senate being left in the entire universe. No one can ever hear him. Not sweet little Amelia, not Sarah Jane, not Ace, not Adric, not Jaimie. No one.

He's the doctor who can't fix anything.

Not even his breaking mind.

Somewhere throughout his senseless screams, his eyes have closed. He stares at the darkness of his eyelids for awhile, bathing himself in the blissful nothingness. There is an odd silence in this prison that he has never experienced. His life has always been a continuos stream of time-past, present, future-all flashing brilliant colors and songs and music throughout the universe. A river of information in his head.

But now there's nothing.

Only an empty blackness.

_You're the last. _

His eyes snap open at that realization. He's not the last of the Timelords. He's the last creature in the _universe. _

And then with a terrible scream he feels time again. It's breaking, tearing and ripping itself apart. It's a terrible, terrible screech in his head-broken time. It flares and fades as planets crumble to dust, civilizations die, and the people scream for mercy. It's a river of blood and destruction, soaking into him, weighing him down because he feels it all and it's all over and it's going to end-

And then there's silence.

For half a second he sits in horror, breathing hard, staring into the empty recess of his prison, the screams of the entire universe sounding in his mind, echoing and fading as the universe bleeds from existence.

He's trapped. He's trapped and he can't get out. He still exists.

_Why can't he just __**die? **_

It's always him, isn't it, who has to bear the burdens of the worlds. It's always him-covered in blood and death and still running, never stopping.

He's not running now, though. No, no he's stopped. He's stopped and it's all catching up with him. All the darkness, all the death, all the mindless destruction.

So he sits, bond to a chair in the perfect prison and sobs, alone and defeated, old and yet still so very, very _young _while the silence of the dead universe echoes in his head.


	33. Chapter 33

**Spoilers for series 5-7. **

**Prompts would be appreciated :)  
**

At night she closes her eyes and flies to the stars.

It's been so long since she's seen her Raggedy Man that her memories come back to her in vivid dreams. She dreams of pirates and painters and star whales, she dreams of the brilliant stars, swaying and burning around her, she dreams of falling back into the Doctor's arms, and sleeping, warm and safe.

It's been so long that this is one of the only ways she can remember him. Dreams.

OoO

She closes her eyes, and she's young again. She's young and floating among the stars, with her hair blowing out around her, hanging suspended on the edge of disbelief and reality, The Doctor's long, warm fingers wrapped about her ankle the only thing keeping her tethered down.

But she's flying. She's flying out among the stars, arms spread wide, staring out into the great vastness of the universe. And she's laughing, and below her she can hear him laughing too.

He pulls her back down into the TARDIS, into his arms and steadies her while she laughs, breathless and in wonder and amazed. He smiles and strokes her hair.

"You're a time traveler, now, Amy."

OoO

She closes her eyes, and she's on that starship, watching the universe float by with the Doctor. And he looks so ancient and so _sad. _She whispers to him about the Star Whale, and then he is crying and holding her. She clings to him, presses her face into his shoulder and just breathes for a minute.

"Guess what?" She asks, lips close to his ear, arms wrapped tightly around his neck.

"What?" The word is a choked whisper-his cheek is warm against her neck. "Gotcha."

He laughs, softly and drops his head into her shoulder. "Gotcha."

OoO

She closes her eyes and they are at the art museum, staring at the paintings. Those sunflowers that he didn't want to paint, but did for her. Because they both loved the beauty of broken things.

She cries as she looks at them, reads, _For Amy _on the vase.

The Doctor holds her, presses his forehead to hers and twines his long fingers into her hair. They cry together, and then they laugh through the tears.

Her Raggedy Man kisses her head and then takes her hand, leading her back to the TARDIS and spinning her around, telling her stories until the tears dry on her cheeks.

OoO

She closes her eyes, and they are on the pirate ship. And she has a sword and she's swinging it around playfully and the Doctor is laughing at her from the clutches of two ugly pirates, but it doesn't matter because they're having _fun. _

OoO

This is how she remembers him. In dreams of vivid color. Memories that fade and flicker behind her closed eyelids.

She wonders, sometimes, if he ever found anyone else to travel with. She wonders if he's happy. If he thinks of her.

She hopes he does.

She reaches for Rory's hand in the darkness, squeezes his fingers. This is where she belongs. Here. With her husband. Not among those bullet stars, that shone and sparkled. Not with the pirates. Not with that Star Whale. Not in that magical blue police box that's bigger on the inside. This is where she was always meant to be.

So she remembers her other life-the life of fairy tales and tweed and fish fingers and custard-in her dreams.


	34. Chapter 34

**whovian-halfboods requested a oneshot featuring Sarah Jane, and my dark mind came up with this: The eleventh doctor goes and stays with Sarah Jane while she dies. **

**Please let me know what you think of this...  
**

**Prompts would be awesome and are always appreciated!  
**

He stops the TARDIS at her house, and feels the sadness before he even steps out the door.

His hearts nearly stop, and he wants to go back inside the TARDIS and hide, curl into a ball and sob and tear off through the vortex, anything instead of walking into her house and seeing the truth.

_Coward. _

Taking a deep breath, he squares his shoulders, lifts his chin and walks up the driveway to her door. He doesn't bother to knock, her son isn't home anyway.

She is lying on the couch, eyes half closed, hands folded across her chest. He remembers grabbing those hands, remembers the gentle pressure of her young fingers, remember the feel of her in his arms.

Her head turns as he steps up to her. "Doctor?" she breathes.

He manages a smile, and sits down beside her, gently lifting her so she is nearly in his lap, squeezing himself onto the narrow ledge of the couch. "I wasn't sure if you'd recognize this face."

She laughs, very softly. "I'd know you anywhere."

Yes, he thinks. Yes you would.

They don't say anything for awhile. They both know why he's here, after all these years and they don't want to dwell on it. Finally she whispers. "I like the bow tie."

Reaching up he straightens it. "Bow ties are cool."

Her tired eyes travel up and down his body, taking it in. "It's a young one, this time isn't it?"

He grimaces. "A little to young sometimes."

"Wasn't it you who told me that we all had to be childish sometimes?" She says, with a spark of her old fire. She raises her head a little off the pillow to get a better look at him.

"I do seem to remember saying that...speaking of," He reaches deep into one of his many pockets and pulls out a long, faded scarf. "I found this in the TARDIS wardrobe the other day."

Her eyes light up and she reaches up, gently fingering the material. "Your old scarf."

Their is such a wistful note in her voice that he has to cheer her up. "Don't step on it," he warns. The old catchphrase has the desired effect-she manages a soft laugh.

"I want you to have it," he says, and before she can protest wraps it gently around her like a blanket.

She closes her eyes and presses her cheek against it. "Thank you, Doctor." Quickly she looks at him. "You're not leaving right now, are you?"

His throat feels tight with tears, but he smiles and leans in to kiss her forehead. "Oh, my Sarah Jane," He whispers, "I'm not going anywhere."

They sit together until the sun sets, clutching onto a relic from the past, traveling in old memories and holding each other. He stays with her until she lets out her last breath.

Afterwards he cries, picking up her hand and pressing it to his cheek. It's still warm.

_Have you met miss Smith? She's my best friend... _

_I don't remember inviting you two. _

_ No, you didn't. But here we are. _

She had seen several of his faces, and loved every one. She was the companion who he'd abandoned, came back for, left again, and returned. She was strong and spiteful and brilliant-

And now she is gone.

He still hasn't fully comprehended it, but he can feel his hearts slowly ripping, tearing, strand by painful strand.

Swallowing another sob he looks once more down at her face-strangely peaceful in death. Bending close to her, he whispers words he should have said years ago, words that ache and tear and burn in his hearts, that taste like bitter poison in his mouth.

"Goodbye, my Sarah Jane."


	35. Chapter 35

**People have been asking me to write a Clara chapter for forever! So here's one! **

**Spoilers for The Rings of Akhaten. **

**More Clara/Doctor friendship prompts would be appreciated! **

He is frightened.

She doesn't know much about him yet, this strange, gangly man wrapped up in tweed with the reading glasses and the bow tie, but she knows fear when she sees it.

And yet he is standing tall and straight, facing down this ancient god-

Until he isn't.

He doubles up suddenly as if he's been struck, and then he's falling to his knees, curling in on himself.

_We don't walk away. We run and we run and we never stop running. _

So she leaves the singing aliens and she leaves that sweet little girl, and she _runs. _

For half a second she's exhilarated and terrified and all she can hear as she flies on this ridiculous mortorped through space is the racing of her heart and it's _fantastic. _

But then she's facing down the god. She can hear the Doctor's heavy breathing beside her and a single glance down tells her that he hasn't recovered yet.

So she pulls out that book. _101 Places to See. _She hugs it to her chest and breathes in the smell of it one last time, while it still smells like old, crinkled leaves.

Then she opens the book, and tells a story.

She whispers of time and infinity and memory and love and hope and memories, and she thinks she may be crying but she can't tell anymore.

"Still hungry?" The Doctor has risen beside her. He's staggering and angry and his face is set in cold lines, but his arms brushes her, and the gesture is gentle.

He says something more, but she's not really listening. She's watching as the god takes and eats up her leaf, the most amazing leaf in the whole universe. It shouldn't mean so much. It shouldn't make her want to scream and cry and show the world how amazing and special and _wonderful _her mother was.

But it does.

They stand there as the god leaves, as the brilliant light explodes and then crumbles to dust. They aren't quite touching but she finds his presence comforting. They stand and they stop running, but they don't walk away. They watch until the last little atom of light leaves the sky, and Clara thinks about souls. She thinks about souls and death and life and what the Doctor had said to little Merry,

_All those atoms and particles, they came together to make __**you. **__You are unique in the universe. _

She glances sideways at him. He's watching the destroyed embers floating across space in front of them, and in the fading light she can see dried tear tracks on his cheeks.

He looks so sad and so old, suddenly. She's noticed that about him-that old quality-but she has never seen it so prominate. She wonders what story he told the ancient god.

"Hey, you," She finally says, "what do we do now?"

Then his hand does find hers. He interlaces their fingers slowly, carefully, as though he's afraid she'll break, or as if she's not real.

"We run," he says, and pulls her forward.

She bursts out laughing. "Run, you clever boy," she teases, remembering that password she created at the cafe. "Run!"

He stumbles and stops to look at her. His eyes search her face for a long time, and she gets the sense that he's looking for something. It's unnerving. She needs to question him about it, but now is not the time.

The curl to his mouth is not quite a smile, and she wonders at it. He makes a sound that is half a laugh and something like a sigh, and before she can say anything else, he says, "Come on then, Clara Oswald. Let's run."

And so they do.


End file.
